Auxilium Notice Sample Clauses

Auxilium Notice. Auxilium shall provide Pfizer with verbal notice within a reasonable time period, confirmed in writing within three (3) business days thereafter, after becoming aware of any significant condition or incident, which shall include any event, occurrence, or circumstance, including any governmental or private action, which could reasonably be expected to materially impact Auxilium’s ability to perform its obligations under this Agreement. These include, but are not limited to: (i) material revocation or modification of any permits, licenses, registrations, certificates, approvals, or authorizations required under Environmental Laws by any of the Facility at which Auxilium’s performance under this ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Agreement will occur; (ii) any inspection or enforcement by governmental authorities, or other action by governmental authorities that may reasonably lead to the revocation or material modification of any permits, licenses, registrations, certificates, approvals, or authorizations required under Environmental Laws by any of the Facility at which Auxilium’s performance under this Agreement will occur; (iii) any third party claim or threatened third party claim under Environmental Laws that could reasonably adversely impact Auxilium’s performance under this Agreement; (iv) any fire, explosion, significant accident (one causing serious injury or fatality), or catastrophic Release of Hazardous Materials at the Facility where Auxilium will perform its obligations under this Agreement; and (v) any environmental condition, event, or operating practice, including but not limited to the Release of Hazardous Materials, that may reasonably be expected to present a significant threat to human health, safety, or the environment.
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Auxilium Notice. Auxilium shall provide Actelion with verbal notice as soon as practicable after it becomes aware, confirmed in writing within three (3) business days thereafter, of any significant condition or incident, which shall include any event, occurrence, or circumstance, including any governmental or private action, which could reasonably be expected to materially impact Auxilium’s ability to perform its obligations under this Agreement.
Sample 1
Auxilium Notice. Auxilium shall provide Asahi with notice by E-mail or Facsimile within three (3) business days after becoming aware of any significant condition or incident, which shall include any event, occurrence, or circumstance, including any governmental or private action, which could reasonably be expected to materially impact Auxilium’s ability to perform its obligations under this Agreement.
Sample 1
Auxilium Notice. Auxilium shall provide Sobi with verbal notice as soon as practicable after it becomes aware, confirmed in writing within three (3) business days thereafter, of any significant condition or incident, which shall include any event, occurrence, or circumstance, including any governmental or private action, which could reasonably be expected to materially impact Auxilium’s ability to perform its obligations under this Agreement.
Sample 1

Related to Auxilium Notice

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Notice of Material Actions / Change in Control The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as subadviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

  • Claim Notice A Party that seeks indemnity under this Article X (an "Indemnified Party") will give written notice (a "Claim Notice") to the Party from whom indemnification is sought (an "Indemnifying Party"), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

  • Selection Notice A Selection Notice to be effective must be:

  • Notice of Material Event The Seller shall promptly inform the Purchaser in writing of the occurrence of any of the following, in each case setting forth the details thereof and what action, if any, the Seller proposes to take with respect thereto:

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Notice of Regulatory Action To the extent permitted by applicable Law, each Seller shall promptly notify the applicable Purchaser of any action, claim, inquiry, audit, investigation or examination taken or made by a Government Authority that may affect the conduct of a Serviced Appointment and shall consult with such Purchaser as to any changes in duties or other arrangements hereunder to be taken in connection therewith.

  • Notice of Third Party Claims If a claim or demand is made against an Indemnified Party by any Person who is not a member of the ESI Group or ADA-ES Group (a "Third Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement, such Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the Indemnified Party's right to indemnification hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly (and in any event within fifteen (15) business days) after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

  • Dispute Notice Each COD Model (and the Initial COD Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Buyer failed to calculate the Initial COD Purchase Price Adjustment in accordance with this Agreement and provides a Dispute Notice to the Buyer no later than the twentieth (20th) Business Day after the payment of the applicable Initial COD Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the applicable Initial COD Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) the number of days between receipt of the request for such reasonably access and the date such access is provided and (y) ten (10) Business Days. Any Dispute Notice must set forth in reasonable detail (A) any item on such COD Model that the Seller reasonably believes in good faith has not been prepared in accordance with this Agreement and its calculation of the correct amount of such item, (B) the Seller’s resulting calculation of the COD Purchase Price Adjustment for such Project, in each case of clauses (A) and (B), together with reasonable supporting information, including the work papers and other books and records of the Seller and its Affiliates and any accountants, experts, consultants or financial advisers retained by the Seller or its Affiliates for purposes preparing such alternative calculations, and (C) the amount by which, based on such calculation and with respect to the Initial COD Purchase Price Adjustment, (1) the Buyer underpaid or (2) the Seller Parties overpaid. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties and Seller Parent upon delivery to the Buyer of the Dispute Notice, or such later date as determined in accordance with this Section 2.07(b) if the Buyer does not provide reasonable access as required pursuant to this Section 2.07(b).

  • Notice of Material Events Promptly upon becoming aware thereof, notice of any other event or circumstances that, in the reasonable judgment of the Borrower, is likely to have a Material Adverse Effect; and

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